IMPORTANT - READ CAREFULLY.
This XD++™ End-User License Agreement (“EULA”) is a legal AGREEMENT
between you and UCanCode.Net SoftwareŽ for the XD++™ software product
identified above, which product includes computer software and may
include associated media, printed materials, and “online” or electronic
documentation (“SOFTWARE PRODUCT”). By installing, copying, or otherwise
using the SOFTWARE PRODUCT, you agree to be bound by the terms of this
EULA. If you do not agree to the terms of this EULA, then DO NOT install
or use the SOFTWARE PRODUCT.

Software Product License

TERMS AND
CONDITIONS of an AGREEMENT by and between UCanCode.Net SoftwareŽ and you
(either an individual or an entity) . By installing this software
package, or exercising your rights to make and use copies of the
Software (as may be provided for below), you agree to be bound by the
terms of this UCanCode.Net SoftwareŽ License Agreement. If you do not
agree to the terms of this Agreement, do not install this SOFTWARE
PRODUCT.

The enclosed
software, including, but not limited to, one or more of the following:
source code, object code, dynamic link libraries, static libraries,
header files, sample programs, utility programs, make files and scripts,
together with the accompanying documentation (collectively known as the
"Software") is owned by UCanCode.Net SoftwareŽ or its suppliers and is
protected by copyright laws and international treaties. Therefore, you
must treat the Software like any copyrighted material (e.g., a book or
musical recording) except that you may make either

(a) one backup
copy of the Software solely for backup purposes, or

(b) transfer the
Software to a hard disk and keep the original copy solely for backup
purposes.

UCANCODE.NET SOFTWAREŽ GRANTS TO YOU
THE LIMITED RIGHT TO USE THE SOFTWARE IN THE MANNER SET FORTH IN THIS
AGREEMENT.

Subject To The Restrictions Contained
In This Agreement You May

(i) Use the
SOFTWARE PRODUCT for a period of thirty (30) days from the date you
receive the software (the "Term"). You are granted a non-exclusive and
non-transferable license to install and internally use the SOFTWARE
PRODUCT for beta testing and evaluation purposes only. At the end of the
Term, you must immediately cease use of and destroy the SOFTWARE
PRODUCT. The SOFTWARE PRODUCT may contain a mechanism which

(a) disables the SOFTWARE PRODUCT at the end of the
Term and/or

(b) advises the end user that the license has expired
and/or

(c) advises the end user that your application is using evaluation
software.

(ii) use and
modify the source code version of those portions of the Software that
are identified in the documentation as the Sample Code ("SAMPLE CODE"),
provided you do not distribute the SAMPLE CODE, or any modified version
of the SAMPLE CODE, in source code form.

Notwithstanding Any Provisions In This
Agreement To The Contrary, You May Not

(i) Distribute in
any manner any of the header files, source code, SAMPLE CODE, make
files, object modules or independent static libraries of the Software;

(ii) use, copy,
modify, merge or compile all or any portion of the source code or object
code of the Software except as expressly provided in this agreement.

(iv) make and
distribute copies of the dynamic link libraries and statically linked
libraries of the Software as incorporated into software application
products that you develop

(v) make
telecommunication transmittal of the Software;

(vi) distribute
any portion of the Software or any derivative of any portion of the
Software in a software development product or otherwise in competition
with UCanCode.Net Software's distribution of the Software;

(vii) decompile,
disassemble or reverse engineer any object code form of any portion of
the Software;

THE SOURCE CODES
OF THE SOFTWARE ARE VALUABLE ASSETS OF UCANCODE.NET SOFTWAREŽ. YOU AGREE
TO KEEP ALL SOURCE CODES OF THE SOFTWARE IN CONFIDENCE. YOU MAY NOT
TRANSFER OR ASSIGN THE SOFTWARE OR YOUR RIGHTS UNDER THIS AGREEMENT.

Limited Warranty

THE SOFTWARE AND
ACCOMPANYING WRITTEN MATERIALS (INCLUDING INSTRUCTIONS FOR USE) ARE
PROVIDED "AS IS". UCANCODE.NET SOFTWAREŽ DOES NOT WARRANT, GUARANTEE OR
MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF USE, OF
THE SOFTWARE OR WRITTEN MATERIALS IN TERMS OF CORRECTNESS, ACCURACY,
RELIABILITY, CURRENT, OR OTHERWISE. YOU ASSUME THE ENTIRE RISK AS TO THE
RESULTS AND PERFORMANCE OF THE SOFTWARE.

UCanCode.Net SoftwareŽ does not warrant
that the Software will meet your requirements, that operation of the
Software will be uninterrupted or error-free, or that all Software
errors will be corrected. UCanCode.Net SoftwareŽ is not responsible for
problems caused by changes in the operating characteristics of computer
hardware or computer operating systems which are made after the release
of the Software nor for problems in the interaction of the Software with
non-UCanCode.Net SoftwareŽ. UCanCode.Net SoftwareŽ will have no
responsibility to replace or refund the license fee for media damaged by
accident, abuse or misapplication.

THIS SOFTWARE IS
INTENDED FOR COMMERCIAL, INSTITUTIONAL, AND INDUSTRIAL USERS. THE ABOVE
WARRANTIES ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, WHETHER
EXPRESSED OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY UCANCODE.NET
SOFTWAREŽ, ITS EMPLOYEES, DISTRIBUTORS, DEALERS OR AGENTS SHALL INCREASE
THE SCOPE OF THE ABOVE WARRANTIES OR CREATE ANY NEW WARRANTIES. NEITHER
UCANCODE.NET SOFTWAREŽ NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE
CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE SHALL BE LIABLE FOR ANY
DIRECT, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES (INCLUDING DAMAGES
FOR LOSS OF BUSINESS PROFITS, BUSINESS LOSSES, BUSINESS INTERRUPTION,
LOSS OF DATA, AND THE LIKE) ARISING OUT OF THE USE OR INABILITY TO USE
THE SOFTWARE, OR ANY OTHER CLAIM BY ANY PARTY EVEN IF UCANCODE.NET
SOFTWAREŽ HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE
EVENT UCANCODE.NET SOFTWAREŽ IS LIABLE FOR ANY DAMAGES, UCANCODE.NET
SOFTWARE'S LIABILITY FOR DAMAGES SHALL BE LIMITED TO THE AMOUNT PAID FOR
THE SOFTWARE UNDER THE TERMS AND CONDITIONS OF THIS AGREEMENT.